On October 29, 2012, Williams Controls, Inc. (the "Company") entered into a First Amendment to Executive Employment Agreement (the "Bunday Amendment") with the Chief Financial Officer of the Company, Dennis Bunday.

Under the terms of the Bunday Amendment, upon termination of Mr. Bunday's employment by Mr. Bunday for good reason or by the Company without cause within 24 months of a change of control, Mr. Bunday is entitled to payment of an amount equal to one and one-half times his current annual salary, and Mr. Bunday is entitled to twenty-four months of continued health coverage from the date of such termination and the Company will pay up to $30,000 for Mr. Bunday to meet with advisers in connection with the employment transition.

On October 30, 2012, the Company entered into a First Amendment to Executive Employment Agreement with the Chief Executive Officer of the Company, Patrick Cavanagh. The amendments to Mr. Cavanagh's employment agreement are intended to ensure compliance with Section 409A of the Internal Revenue Code.

(d) Exhibits

10.1    Amendment to Employment Agreement between Williams Controls, Inc. and
        Dennis E. Bunday dated October 29, 2012.

10.2    Amendment to Employment Agreement between Williams Controls, Inc. and
        Patrick W. Cavanagh dated October 30, 2012.